TE’S CALL OPTION. 5.1 Grant of TE’s Call Option Subject to the terms and conditions of this article 5, AG, IS and MB hereby irrevocably and unconditionally (i) xxxxx XX with the right to purchase (the “TE’s Call Option”) all but not less than all the Class A shares held by each of AG, IS and MB in Telco’s share capital on the date hereof and all but not less than all other Class A shares that may be held by each of AG, IS and MB in Telco’s share capital prior to the exercise of the TE’s Call Option (as better described in Clause 5.3 below—the “Italian Telco Shares”) and (ii) provided that the TE’s Call Option is exercised in accordance with the terms and conditions of this article 5, agree to transfer their Italian Telco’s Shares for the TE’s Purchase Price as defined below. Anything to the contrary notwithstanding, the obligations of the Class A shareholders under the TE’s Call Option shall be several, provided for the sake of clarity that, should any of AG, IS and MB be in breach of its respective obligation to sell the shares under the TE’s Call Option, such breach shall not affect the other Parties’ respective rights and obligations in respect to the TE’s Call Option (including the ability of TE to acquire all but not less than all the Italian Telco Shares owned by each of such other Parties and the obligation of the latter to sell their respective Italian Telco Shares to TE).
